Dissolution Defenses

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A post-trial decision last month by Justice Emily Pines in Matter of Wenger, a corporate dissolution case pitting father against son, addresses novel issues concerning shareholder standing and oppression remedies. It’s in this week’s New York Business Divorce.
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Continue Reading Splitting the Baby: Court in Oppressed Shareholder Dissolution Case Divides the Company Assets

Must a corporate dissolution petition name all shareholders as respondents? Does the dismissal of a shareholder’s prior lawsuit asserting derivative and employment-based claims preclude his seeking relief as an oppressed minority shareholder? These are the questions answered in a recent decision by Justice Orin Kitzes in Matter of Adelstein (Finest Foods Distributing Co.), featured in this week’s New York Business Divorce.
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Continue Reading Court Addresses Necessary Party, Res Judicata Issues in Shareholder Oppression Case Pitting Uncle Against Nephews

A highly instructive decision by Westchester Commercial Division Justice Alan D. Scheinkman in Matter of Piekos (Home Studios Inc.) grabs the spotlight in this week’s New York Business Divorce. The question presented: Does the mere filing of a dissolution petition by an allegedly oppressed minority shareholder trigger a mandatory buyback of the petitioner’s shares at book value under the terms of the shareholders’ agreement?
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Continue Reading Decision Breaks New Ground in Dispute Over Enforcement of Stock Buyback Triggered by Filing of Dissolution Petition

The case of Pappas v. Corfian makes a return appearance in this week’s New York Business Divorce on the occasion of an action-packed decision last month by Brooklyn Supreme Court Justice Jack Battaglia granting a petition for dissolution based on shareholder oppression. You won’t want to miss it.
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Continue Reading Final Round of Corfian Case Features Diverse Dissolution Issues

This week’s New York Business Divorce revisits an important topic, involving mandatory stock buybacks triggered by the filing of a dissolution petition, prompted by a recent decision by an upstate appellate court in Matter of Stevens (Allied Builders, Inc.).
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Continue Reading Appellate Court Rejects Mandatory Stock Buyback Triggered by Dissolution Petition

The defense of “unclean hands” frequently is employed against petitions for involuntary corporate dissolution. A recent decision by Justice Stephen Bucaria, examined in this week’s New York Business Divorce, highlights the special considerations attendant to the defense in 50/50 deadlock dissolution cases, where the focus is less on fault and more on the existence of dissension.
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Continue Reading “Unclean Hands” Defense Can Backfire in Deadlock Dissolution Case

A fight over ownership of a Long Island marina leads to an order granting corporate dissolution and awarding counsel fees based on the controlling shareholders’ unreasonable denial of the petitioning shareholders’ 50% ownership. Read about Justice Stephen Bucaria’s decision in Rosenfeld v. Luccaro in this week’s New York Business Divorce.
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Continue Reading Controlling Shareholder’s Unreasonable Refusal to Admit Petitioners’ Stock Ownership Constitutes Ground for Corporate Dissolution, Incurs Award of Attorney’s Fees

Two feuding 50-50 shareholders enter a buy-sell option agreement in which either one can offer his shares to the other at a fixed price and, if the offer is declined, the corporation is voluntarily dissolved. One of them later offers his shares. The other declines. Sounds like simple plan to avoid a messy court battle, right? Not quite, as you’ll find out in this week’s New York Business Divorce discussing a recent decision by Justice Ira Warshawsky.
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Continue Reading Court Grants Dissolution, Rejects Claim that Failed Buy-Sell Agreement Was “Ploy” by Petitioner to Take Over Corporation’s Retail Store Lease for His New Business

Did you know that the Surrogate’s Court has jurisdiction over corporate dissolution proceedings involving the estate of a deceased shareholder? Read more in this week’s New York Business Divorce highlighting a recent appellate decision affirming an award in favor of the estate of a minority shareholder arising from a petition for judicial dissolution of an accounting firm.
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Continue Reading Majority Shareholders of Accounting Firm Held Liable for Value of Deceased Minority Shareholder’s Interest After They Formed New Firm Using Old Firm’s Assets and Good Will

In the last of a three-part series on disputes over stock ownership in corporate dissolution cases, this week’s New York Business Divorce examines a case decided by New York County Justice Lewis Bart Stone involving a fight between three family members, each of whom took a different position over the ownership of the company shares.
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Continue Reading Undocumented Stock Interests Invite Challenges to Standing in Corporate Dissolution Cases: Part Three